Common use of Uncured Material Breach Clause in Contracts

Uncured Material Breach. (a) If either Party believes that the other is in material breach of this Agreement, then the non-breaching Party may deliver notice of such breach to the other Party. In such notice the non-breaching Party shall identify the actions or conduct that it wishes such Party to take for an acceptable and prompt cure of such breach; provided, that such identified actions shall not bind the other Party with respect to the actions that it may need to take to cure such breach. The allegedly breaching Party shall have sixty (60) days to either cure such breach or, if cure cannot be reasonably effected within such sixty (60) day period, to deliver to the other Party, as soon as practicable during the sixty (60) day cure period, a plan for curing such breach which is reasonably sufficient to effect a cure within ninety (90) days of the date of the initial notice of breach. Following delivery of such plan, the breaching Party shall use Diligent Efforts to carry out the plan and cure the breach within such ninety (90) day period. (b) If the Party receiving notice of material breach fails to cure such breach within the sixty (60) day or ninety (90) day period, as applicable, or the Party providing the notice reasonably determines that the proposed corrective plan or the actions being taken to carry it out is not commercially practicable to effect a cure within ninety (90) days of the original notice of material breach, the Party originally delivering the notice may declare a breach hereunder upon an additional thirty (30) days advance written notice. Such notice shall effectively terminate this Agreement upon expiration of such thirty (30) day period, subject to Clauses (c) and (d) below. (c) If a breach alleged under Clause (a) is limited or restricted to Canada, then the notice provided under Clause (a) shall state such fact and, unless otherwise provided in this Article 17, any termination under this Section 17.2.2 for such breach shall be effective only as to Canada; provided, however, that a breach alleged under Clause (a) with respect to the USA shall be considered a breach with respect to all countries in the NOVACEA Territory for purposes of this Agreement. (d) If a Party gives notice of termination under this Clause (a) and the other Party disputes whether such notice was proper, or the Parties disagree as to whether the breaching Party has cured such breach within the applicable cure period (or used Diligent Efforts to cure such breach pursuant to a plan delivered pursuant to Clause (a)); then the issue of whether this Agreement has been terminated shall be resolved in accordance with Article 22. If as a result of such dispute resolution process it is determined that the notice of termination was proper or that the breaching Party failed to cure such breach within the applicable cure period (or failed to use Diligent Efforts to cure such breach pursuant to a plan delivered under Clause (a), as the case may be, then such termination shall be deemed to have been effective thirty (30) days following the date of the notice of termination provided pursuant to Clause (a). If as a result of such dispute resolution process it is determined that the notice of termination was improper, then no termination shall have occurred and this Agreement shall have remained in effect.

Uncured Material Breach. (a) If either Party (the “Non-Breaching Party”) believes that the other Party (the “Breaching Party”) is in material breach of any of its obligations under this Agreement, then the nonNon-breaching Breaching Party may deliver written notice of such material breach to the other PartyBreaching Party specifying the nature of the breach (a “Default Notice”). In such notice the non-breaching The Breaching Party shall identify have [***] (or [***] in the actions or conduct that it wishes such Party to take for an acceptable and prompt cure event of such a payment breach; provided, that such identified actions shall not bind ) from the other Party with respect to receipt of the actions that it may need to take Default Notice to cure such breach or to dispute the allegation of breach. The allegedly breaching Party shall have sixty (60) days to either cure ; provided that, if such breach or(other than a payment breach) is capable of being cured, if cure but cannot be reasonably effected cured within such sixty (60) day [***] period, to deliver to and the other Party, as soon as practicable during the sixty (60) day cure period, a plan for curing such breach which is reasonably sufficient to effect a cure within ninety (90) days of the date of the initial notice of breach. Following delivery of such plan, the breaching Breaching Party shall use Diligent Efforts to carry out the plan and cure the breach within such ninety (90) day period. (b) If the Party receiving notice of material breach fails initiates actions to cure such breach within such period and thereafter diligently pursues such actions, the sixty (60) day or ninety (90) day period, Breaching Party shall have such additional period as applicable, or the Party providing the notice reasonably determines that the proposed corrective plan or the actions being taken is reasonable to carry it out is not commercially practicable to effect a cure within ninety (90) days of the original notice of material such breach, but in no event will such additional period exceed [***]. If the Breaching Party originally delivering the notice may declare a breach hereunder upon an additional thirty (30) days advance written notice. Such notice shall effectively terminate this Agreement upon expiration of such thirty (30) day periodfails to cure, subject and fails to Clauses (c) and (d) below. (c) If a breach alleged under Clause (a) is limited or restricted to Canadadispute, then the notice provided under Clause (a) shall state such fact and, unless otherwise provided in this Article 17, any termination under this Section 17.2.2 for such breach shall be effective only as to Canada; provided, however, that a breach alleged under Clause (a) with respect to the USA shall be considered a breach with respect to all countries in the NOVACEA Territory for purposes of this Agreement. (d) If a Party gives notice of termination under this Clause (a) and the other Party disputes whether such notice was proper, or the Parties disagree as to whether the breaching Party has cured such breach within the applicable cure period period, then the Non-Breaching Party may pursue any or all available remedies at law or equity but may not terminate this Agreement; provided, that, if such material breach materially diminishes, or materially frustrates, the value of this Agreement taken as a whole to the Non-Breaching Party, then the Non-Breaching Party shall have the right to terminate this Agreement (or used Diligent Efforts 1) if such material breach and failure to cure such breach pursuant is solely with respect to a plan delivered pursuant particular country or countries, such right to Clause (a)); then the issue of whether terminate this Agreement has been terminated shall be resolved solely with respect to such country or countries, as applicable, or (2) if such material breach and failure to cure is not solely with respect to a particular country or countries, such right to terminate this Agreement shall be with respect to this Agreement in accordance with Article 22its entirety. The Non-Breaching Party may effectuate such termination by giving the Breaching Party written notice of termination, which termination shall be effective immediately upon the Breaching Party’s receipt of such notice of termination. If the Breaching Party disputes in good faith the existence or materiality of a breach specified in a Default Notice or disputes any allegation that the Breaching Party failed to cure or remedy such breach, and the Breaching Party provides written notice of such dispute to the Non-Breaching Party within the above applicable cure period, the matter shall be addressed under the dispute resolution procedures in ARTICLE 29 (and during the pendency of such dispute resolution, the Non-Breaching Party may not terminate this Agreement). If, as a result of such dispute resolution process it is determined that the notice of termination was proper or that the breaching Party failed to cure such breach within the applicable cure period (or failed to use Diligent Efforts to cure such breach pursuant to a plan delivered under Clause (a), as the case may be, then such termination shall be deemed to have been effective thirty (30) days following the date of the notice of termination provided pursuant to Clause (a). If as a result application of such dispute resolution process it procedures, the Breaching Party is determined to be in material breach of any provision of this Agreement (an “Adverse Ruling”), and if the Breaching Party fails to complete the actions specified by the Adverse Ruling to cure such material breach within [***] after its receipt of such Adverse Ruling (or within [***] in the case of an Adverse Ruling resulting from a payment breach), then, if such Adverse Ruling specifies that such material breach materially diminishes, or materially frustrates, the value of this Agreement taken as a whole to the Non-Breaching Party, the Non-Breaching Party may terminate this Agreement with respect to such particular country or countries, or with respect to this Agreement in its entirety, as applicable in accordance with clauses (1) and (2) above, by giving the Breaching Party written notice of termination was impropertermination, then no which termination shall have occurred and this Agreement shall have remained in effectbe effective immediately upon the Breaching Party’s receipt of such notice of termination.

Uncured Material Breach. (a) If either Party (the “Non-Breaching Party”) believes that the other Party (the “Breaching Party”) is in material breach of any of its obligations under this Agreement, then the nonNon-breaching Breaching Party may deliver written notice of such material breach to the other PartyBreaching Party specifying the nature of the breach (a “Default Notice”). In such notice the non-breaching The Breaching Party shall identify have [**] (or [**] in the actions or conduct that it wishes such Party to take for an acceptable and prompt cure event of such a payment breach; provided, that such identified actions shall not bind ) from the other Party with respect to receipt of the actions that it may need to take Default Notice to cure such breach or to dispute the allegation of breach. The allegedly breaching Party shall have sixty (60) days to either cure ; provided that, if such breach or(other than a payment breach) is capable of being cured, if cure but cannot be reasonably effected cured within such sixty (60) day [**] period, to deliver to and the other Party, as soon as practicable during the sixty (60) day cure period, a plan for curing such breach which is reasonably sufficient to effect a cure within ninety (90) days of the date of the initial notice of breach. Following delivery of such plan, the breaching Breaching Party shall use Diligent Efforts to carry out the plan and cure the breach within such ninety (90) day period. (b) If the Party receiving notice of material breach fails initiates actions to cure such breach within such period and thereafter diligently pursues such actions, the sixty (60) day or ninety (90) day period, Breaching Party shall have such additional period as applicable, or the Party providing the notice reasonably determines that the proposed corrective plan or the actions being taken is reasonable to carry it out is not commercially practicable to effect a cure within ninety (90) days of the original notice of material such breach, but in no event will such additional period exceed [**]. If the Breaching Party originally delivering the notice may declare a breach hereunder upon an additional thirty (30) days advance written notice. Such notice shall effectively terminate this Agreement upon expiration of such thirty (30) day periodfails to cure, subject and fails to Clauses (c) and (d) below. (c) If a breach alleged under Clause (a) is limited or restricted to Canadadispute, then the notice provided under Clause (a) shall state such fact and, unless otherwise provided in this Article 17, any termination under this Section 17.2.2 for such breach shall be effective only as to Canada; provided, however, that a breach alleged under Clause (a) with respect to the USA shall be considered a breach with respect to all countries in the NOVACEA Territory for purposes of this Agreement. (d) If a Party gives notice of termination under this Clause (a) and the other Party disputes whether such notice was proper, or the Parties disagree as to whether the breaching Party has cured such breach within the applicable cure period period, then the Non-Breaching Party may pursue any or all available remedies at law or equity but may not terminate this Agreement; provided, that, if such material breach materially diminishes, or materially frustrates, the value of this Agreement taken as a whole to the Non-Breaching Party, then the Non-Breaching Party shall have the right to terminate this Agreement (or used Diligent Efforts 1) if such material breach and failure to cure such breach pursuant is solely with respect to a plan delivered pursuant particular country or countries, such right to Clause (a)); then the issue of whether terminate this Agreement has been terminated shall be resolved solely with respect to such country or countries, as applicable, or (2) if such material breach and failure to cure is not solely with respect to a particular country or countries, such right to terminate this Agreement shall be with respect to this Agreement in accordance with Article 22its entirety. The Non-Breaching Party may effectuate such termination by giving the Breaching Party written notice of termination, which termination shall be effective immediately upon the Breaching Party’s receipt of such notice of termination. If the Breaching Party disputes in good faith the existence or materiality of a breach specified in a Default Notice or disputes any allegation that the Breaching Party failed to cure or remedy such breach, and the Breaching Party provides written notice of such dispute to the Non-Breaching Party within the above applicable cure period, the matter shall be addressed under the dispute resolution procedures in ARTICLE 29 (and during the pendency of such dispute resolution, the Non-Breaching Party may not terminate this Agreement). If, as a result of such dispute resolution process it is determined that the notice of termination was proper or that the breaching Party failed to cure such breach within the applicable cure period (or failed to use Diligent Efforts to cure such breach pursuant to a plan delivered under Clause (a), as the case may be, then such termination shall be deemed to have been effective thirty (30) days following the date of the notice of termination provided pursuant to Clause (a). If as a result application of such dispute resolution process it procedures, the Breaching Party is determined to be in material breach of any provision of this Agreement (an “Adverse Ruling”), and if the Breaching Party fails to complete the actions specified by the Adverse Ruling to cure such material breach within [**] after its receipt of such Adverse Ruling (or within [**] in the case of an Adverse Ruling resulting from a payment breach), then, if such Adverse Ruling specifies that such material breach materially diminishes, or materially frustrates, the value of this Agreement taken as a whole to the Non-Breaching Party, the Non-Breaching Party may terminate this Agreement with respect to such particular country or countries, or with respect to this Agreement in its entirety, as applicable in accordance with clauses (1) and (2) above, by giving the Breaching Party written notice of termination was impropertermination, then no which termination shall have occurred and this Agreement shall have remained in effectbe effective immediately upon the Breaching Party’s receipt of such notice of termination.

Uncured Material Breach. (a) If either Party believes that the other is in material breach of this Agreement, then the non-breaching Party may deliver notice of such breach to the other Party. In such notice the non-breaching Party shall identify the actions or conduct that it wishes such Party to take for an acceptable and prompt cure of such breach; provided, that such identified actions shall not bind be binding upon the other Party with respect to the actions that it may need to take to cure such breach. The allegedly breaching Party shall have sixty (60) days to either cure such breach or, if cure cannot be reasonably effected within such sixty (60) day period, to deliver to the other Party, as soon as practicable during the sixty (60) day cure period, a plan for curing such breach which is reasonably sufficient to effect a cure within ninety (90) days of the date of the initial notice of breach. Following delivery of such plan, the breaching Party shall use Diligent Efforts to carry out the plan and cure the breach within such ninety (90) day period. (b) If the Party receiving notice of material breach fails to cure such breach within the sixty (60) day or ninety (90) day period, as applicable, or the Party providing the notice reasonably determines that the proposed corrective plan or the actions being taken to carry it out is not commercially practicable to effect a cure within ninety (90) days of the original notice of material breach, the Party originally delivering the notice may declare a breach hereunder upon an additional thirty (30) days advance written notice. Such notice shall effectively terminate this Agreement upon expiration of such thirty (30) day period, subject to Clauses clauses (c) and (d) below. (c) If a breach alleged under Clause (a) is limited or restricted to Canada, then the notice provided under Clause (a) shall state such fact and, unless otherwise provided in this Article 179, any termination under this Section 17.2.2 9.2.2 for such breach shall be effective only as to Canada; provided, however, that a breach alleged under Clause (a) with respect to the USA shall be considered a breach with respect to all countries in the NOVACEA Territory for purposes of this Agreement. (d) If a Party gives notice of termination under this Clause (a) and the other Party disputes whether such notice was proper, or the Parties disagree as to whether the breaching Party has cured such breach within the applicable cure period (or used Diligent Efforts to cure such breach pursuant to a plan delivered pursuant to Clause (a)); , then the issue of whether this Agreement has been terminated shall be resolved in accordance with Article 2213. If as a result of such dispute resolution process it is determined that the notice of termination was proper or that the breaching Party failed to cure such breach within the applicable cure period (or failed to use Diligent Efforts to cure such breach pursuant to a plan delivered under Clause (a)), as the case may be, then such termination shall be deemed to have been effective thirty (30) days following the date of the notice of termination provided pursuant to Clause (a). If as a result of such dispute resolution process it is determined that the notice of termination was improper, then no termination shall have occurred and this Agreement shall have remained in effect.

Uncured Material Breach. (a) If either Party (the “Non-Breaching Party”) believes that the other Party (the “Breaching Party”) is in material breach of any of its obligations under this Agreement, then the nonNon-breaching Breaching Party may deliver written notice of such material breach to the other PartyBreaching Party specifying the nature of the breach (a “Default Notice”). In such notice the non-breaching The Breaching Party shall identify have [**] (or [**] in the actions or conduct that it wishes such Party to take for an acceptable and prompt cure event of such a payment breach; provided, that such identified actions shall not bind ) from the other Party with respect to receipt of the actions that it may need to take Default Notice to cure such breach or to dispute the allegation of breach. The allegedly breaching Party shall have sixty (60) days to either cure ; provided that, if such breach or(other than a payment breach) is capable of being cured, if cure but cannot be reasonably effected cured within such sixty (60) day [**] period, to deliver to and the other Party, as soon as practicable during the sixty (60) day cure period, a plan for curing such breach which is reasonably sufficient to effect a cure within ninety (90) days of the date of the initial notice of breach. Following delivery of such plan, the breaching Breaching Party shall use Diligent Efforts to carry out the plan and cure the breach within such ninety (90) day period. (b) If the Party receiving notice of material breach fails initiates actions to cure such breach within such period and thereafter diligently pursues such actions, the sixty (60) day or ninety (90) day period, Breaching Party shall have such additional period as applicable, or the Party providing the notice reasonably determines that the proposed corrective plan or the actions being taken is reasonable to carry it out is not commercially practicable to effect a cure within ninety (90) days of the original notice of material such breach, but in no event will such additional period exceed [**]. If the Breaching Party originally delivering the notice may declare a breach hereunder upon an additional thirty (30) days advance written notice. Such notice shall effectively terminate this Agreement upon expiration of such thirty (30) day periodfails to cure, subject and fails to Clauses (c) and (d) below. (c) If a breach alleged under Clause (a) is limited or restricted to Canadadispute, then the notice provided under Clause (a) shall state such fact and, unless otherwise provided in this Article 17, any termination under this Section 17.2.2 for such breach shall be effective only as to Canada; provided, however, that a breach alleged under Clause (a) with respect to the USA shall be considered a breach with respect to all countries in the NOVACEA Territory for purposes of this Agreement. (d) If a Party gives notice of termination under this Clause (a) and the other Party disputes whether such notice was proper, or the Parties disagree as to whether the breaching Party has cured such breach within the applicable cure period period, then the Non-Breaching Party may pursue any or all available remedies at law or equity but may not terminate this Agreement; provided, that, if such material breach materially diminishes, or materially frustrates, the value of this Agreement taken as a whole to the Non-Breaching Party, then the Non-Breaching Party shall have the right to terminate this Agreement (or used Diligent Efforts 1) if such material breach and failure to cure is solely with respect to a particular country or countries, such right to terminate this Agreement shall be solely with respect to such country or countries, as applicable, or (2) if such material breach and failure to cure is not solely with respect to a particular country or countries, such right to terminate this Agreement shall be with respect to this Agreement in its entirety. The Non-Breaching Party may effectuate such termination by giving the Breaching Party written notice of termination, which termination shall be effective [**] = Portions of this exhibit have been omitted pursuant to a plan delivered pursuant to Clause (a)); then the issue confidential treatment request. An unredacted version of whether this Agreement exhibit has been terminated filed separately with the Commission. immediately upon the Breaching Party’s receipt of such notice of termination. If the Breaching Party disputes in good faith the existence or materiality of a breach specified in a Default Notice or disputes any allegation that the Breaching Party failed to cure or remedy such breach, and the Breaching Party provides written notice of such dispute to the Non-Breaching Party within the above applicable cure period, the matter shall be resolved addressed under the dispute resolution procedures in accordance with Article 22ARTICLE 29 (and during the pendency of such dispute resolution, the Non-Breaching Party may not terminate this Agreement). If If, as a result of such dispute resolution process it is determined that the notice of termination was proper or that the breaching Party failed to cure such breach within the applicable cure period (or failed to use Diligent Efforts to cure such breach pursuant to a plan delivered under Clause (a), as the case may be, then such termination shall be deemed to have been effective thirty (30) days following the date of the notice of termination provided pursuant to Clause (a). If as a result application of such dispute resolution process it procedures, the Breaching Party is determined to be in material breach of any provision of this Agreement (an “Adverse Ruling”), and if the Breaching Party fails to complete the actions specified by the Adverse Ruling to cure such material breach within [**] after its receipt of such Adverse Ruling (or within [**] in the case of an Adverse Ruling resulting from a payment breach), then, if such Adverse Ruling specifies that such material breach materially diminishes, or materially frustrates, the value of this Agreement taken as a whole to the Non-Breaching Party, the Non-Breaching Party may terminate this Agreement with respect to such particular country or countries, or with respect to this Agreement in its entirety, as applicable in accordance with clauses (1) and (2) above, by giving the Breaching Party written notice of termination was impropertermination, then no which termination shall have occurred and this Agreement shall have remained in effectbe effective immediately upon the Breaching Party’s receipt of such notice of termination.

Uncured Material Breach. (a) If either Party (the “Non-Breaching Party”) believes that the other Party (the “Breaching Party”) is in material breach of any of its obligations under this AgreementAgreement or under the Pharmacovigilance Agreement or the Quality Agreements, then the nonNon-breaching Breaching Party may deliver written notice of such material breach to the other Party. In such notice Breaching Party specifying the non-breaching Party shall identify nature of the actions or conduct that it wishes such Party to take for an acceptable and prompt cure of such breach; provided, that such identified actions shall not bind the other Party with respect to the actions that it may need to take to cure such breachbreach (a “Default Notice”). The allegedly breaching Breaching Party shall have sixty [***] (60[***]) [***] (or [***] ([***]) days to either cure such breach or, if cure cannot be reasonably effected within such sixty (60in the event of a payment breach) day period, to deliver to from the other Party, as soon as practicable during the sixty (60) day cure period, a plan for curing such breach which is reasonably sufficient to effect a cure within ninety (90) days receipt of the date of the initial notice of breach. Following delivery of such plan, the breaching Party shall use Diligent Efforts to carry out the plan and cure the breach within such ninety (90) day period. (b) If the Party receiving notice of material breach fails Default Notice to cure such breach or to dispute the allegation of breach. If the Breaching Party fails to cure, and fails to dispute, such breach within the sixty such [***]-day period (60or [***] ([***]) day or ninety (90) day periodperiod in the event of a payment breach by Otsuka), as applicable, or then the Non-Breaching Party providing the notice reasonably determines that the proposed corrective plan or the actions being taken to carry it out is not commercially practicable to effect a cure within ninety (90) days of the original notice of material breach, the Party originally delivering the notice may declare a breach hereunder upon an additional thirty (30) days advance written notice. Such notice shall effectively terminate this Agreement upon expiration by giving the Breaching Party written notice of such thirty (30) day periodtermination, subject to Clauses (c) and (d) below. (c) If a breach alleged under Clause (a) is limited or restricted to Canada, then the notice provided under Clause (a) shall state such fact and, unless otherwise provided in this Article 17, any which termination under this Section 17.2.2 for such breach shall be effective only as to Canada; provided, however, that immediately upon the Breaching Party’s receipt of such notice of termination. If the Breaching Party disputes in good faith the existence or materiality of a breach alleged under Clause specified in a Default Notice or disputes any allegation that the Breaching Party failed to cure or remedy such breach, and the Breaching Party provides written notice of such dispute to the Non-Breaching Party within the above [***] period (aor [***] ([***]) [***] with respect to payment obligations), the USA matter shall be considered a breach with respect to all countries addressed under the dispute resolution procedures in Article 30 (and during the NOVACEA Territory for purposes pendency of such dispute resolution, the Non-Breaching Party may not terminate this Agreement. (d) If a Party gives notice of termination under this Clause (a) and the other Party disputes whether such notice was proper). If, or the Parties disagree as to whether the breaching Party has cured such breach within the applicable cure period (or used Diligent Efforts to cure such breach pursuant to a plan delivered pursuant to Clause (a)); then the issue of whether this Agreement has been terminated shall be resolved in accordance with Article 22. If as a result of such dispute resolution process it is determined that the notice of termination was proper or that the breaching Party failed to cure such breach within the applicable cure period (or failed to use Diligent Efforts to cure such breach pursuant to a plan delivered under Clause (a), as the case may be, then such termination shall be deemed to have been effective thirty (30) days following the date of the notice of termination provided pursuant to Clause (a). If as a result application of such dispute resolution process it procedures, the Breaching Party is determined that to be in material breach of any provision of this Agreement (an “Adverse Ruling”), and if the Breaching Party fails to complete the actions specified by the Adverse Ruling to cure such material breach within [***] ([***]) [***] after its receipt of such Adverse Ruling (or within [***] ([***]) [***] in the case of an Adverse Ruling resulting from a payment breach), then the Non-Breaching Party may terminate this Agreement by giving the Breaching Party written notice of termination was impropertermination, then no which termination shall be effective immediately upon the Breaching Party’s receipt of such notice of termination. Portions of this Exhibit, indicated by the ▇▇▇▇ “[***],” were omitted and have occurred been filed separately with the Securities and this Agreement shall have remained in effectExchange Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.